Cbre Group, Inc DEF 14A, filed Apr 12, 2024

About this DEF 14A

Cbre Group, Inc. (CBRE)

DEF 14A 2024-04-12 For: 2024-05-22

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Added on June 12, 2026

Female

Directors

Racially and Ethnically

Diverse Directors

Board Committees

Chaired by Women

Independent

Directors

Cbre Group, Inc filed this DEF 14A on April 12, 2024.

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		Online Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice.

		Phone Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.

		Mail Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

		Via Webcast During the Annual Meeting Visit www.virtualshareholdermeeting.com/CBRE2024. You will need the 16-digit number included in your proxy card, voter instruction form or notice. Online access begins at 10:45 a.m. (Central Time).


Voting Stockholders of record as of March 28, 2024 may cast their votes in any of the following ways:



Online Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice.	Phone Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.	Mail Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.	Via Webcast During the Annual Meeting Visit www.virtualshareholdermeeting.com/CBRE2024. You will need the 16-digit number included in your proxy card, voter instruction form or notice. Online access begins at 10:45 a.m. (Central Time).



Proposals	Board recommendation		Page reference

1. Elect Directors		FOR each nominee	23

2. Ratify the Appointment of Independent Registered Public Accounting Firm for 2024		FOR	37

3. Advisory Vote to Approve Named Executive Officer Compensation for 2023		FOR	40



MOST ADMIRED REAL ESTATE COMPANIES Fortune Magazine, fourteen years in a row, including 2024	MOST RECOGNIZED COMMERCIAL REAL ESTATE BRAND Lipsey Company Survey, 23^rdconsecutive year, including 2024	WORLD’S MOST ETHICAL COMPANY Ethisphere Institute, 11^th consecutive year, including 2024


A TOP COMPANY FOR CAREER GROWTH The Wall Street Journal ranks us within the top 10% of Fortune 500 companies for creating opportunities for people to advance their careers, outperforming all other real estate companies	LISTED IN THE BLOOMBERG GENDER EQUALITY INDEX For four consecutive years, including 2023	3^rd MOST SUSTAINABLE U.S. COMPANY Barron’s, making top 100 list for seven consecutive years, including 2024


Revenue	Net Revenue ⁽¹⁾	GAAP Net Income

$31.9B	$18.3B	$986M

+3.6%	-2.7%	-30.0%

Core EBITDA ⁽¹⁾	GAAP EPS	Core EPS ⁽¹⁾
$2.2B	$3.15	$3.84

-24.5%	-26.6%	-32.5%

1-Year Total Stockholder Return⁽²⁾(as of 12/31/2023)	3-Year Total Stockholder Return⁽²⁾(as of 12/31/2023)	5-Year Total Stockholder Return⁽²⁾(as of 12/31/2023)

21%	48%	132%

vs. 26% for S&P 500 (-5% underperformance)	vs. 33% for S&P 500 (+15% outperformance)	vs. 107% for S&P 500 (+25% outperformance)



Name and Principal Position	Year		Salary ($)		Bonus ($)		Annual Stock Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)

Robert E. Sulentic Chair, President and Chief Executive Officer		2023		1,250,000		—		14,749,941		2,352,893		6,000		18,358,834

Emma E. Giamartino Chief Financial Officer		2023		695,000		—		3,199,880		980,273		6,000		4,881,153

Chandra Dhandapani Former Chief Executive Officer, Global Workplace Solutions		2023		750,000		—		3,649,996		1,020,417		6,000		5,426,413

John E. Durburg Chief Executive Officer of U.S. and Canada, Advisory Services		2023		775,000		—		4,064,992		887,973		6,000		5,733,965

Daniel G. Queenan Chief Executive Officer, Real Estate Investments		2023		775,000		—		4,064,992		908,371		6,000		5,754,363



Corporate Governance			10

Governance Highlights			10

Stock Ownership Requirements			12

Board Structure and Leadership			12

Director Independence			13

Board Meetings and Committees			14

Board Committees			15

Compensation Committee Interlocks and Insider Participation			16

Selected Areas of Board Oversight			17

Sustainability and Social Responsibility			19

Stockholder Engagement			21

Communications with our Board			22


Proposal 1: Elect Directors			23

Director Nomination Criteria			23

Director Independence			23

Director Term Limits			23

Director Service on Other Public Company Boards			24

Director Resignation Policy Upon Change of Employment			24

Majority Voting to Elect Directors			24

Director Nomination Process			25

Director Nominee Skills and Experience Matrix			26

Board Diversity			27

Our 2024 Director Nominees			28

Director Compensation			35


Proposal 2: Ratify Appointment of Independent Registered Public Accounting Firm			37

Audit and Other Fees			38

Audit Committee Pre-Approval Process			38

Audit Committee Report			38



Proposal 3: Advisory Vote on Executive Compensation			40


Executive Management			41

Compensation Discussion and Analysis (See separate detailed Table of Contents)			43


Executive Compensation			68


Stock Ownership			85

Security Ownership of Principal Stockholders			85

Security Ownership of Management and Directors			86

Section 16(a) Beneficial Ownership Reporting Compliance			87


Related-Party Transactions			88


Annual Meeting Information			89

How to Attend the Annual Meeting Q&A			89

Voting Instructions and Information			89

Stockholder Recommendations of Director Candidates			92

Stockholder Proposals and Board Nominees			92

Eliminating Paper and Duplicative Materials			93

Transfer Agent Information			94


Annex A: Reconciliation of Certain Non-GAAP Financial Measures			A-1


CBRE 2024 PROXY STATEMENT		CORPORATE GOVERNANCE — GOVERNANCE HIGHLIGHTS			10



Corporate Governance Materials The following materials, along with other Governance documents, are available on our website, https://ir.cbre.com/leadership/governance-documents.
• Standards of Business Conduct • Corporate Governance Guidelines • Policy Regarding Transactions with Interested Parties and Corporate Opportunities • Whistleblower Policy • Equity Award Policy • Anti-Corruption Policy • Charter, By-laws and Board Committee Charters		These materials are also available in print to any person, without charge, by emailing us at investorrelations@cbre.com or by written request to: Investor Relations Department CBRE Group, Inc. 2100 McKinney Avenue, Suite 1250 Dallas, Texas 75201


CBRE 2024 PROXY STATEMENT		CORPORATE GOVERNANCE — STOCK OWNERSHIP REQUIREMENTS			12


CBRE 2024 PROXY STATEMENT		CORPORATE GOVERNANCE — DIRECTOR INDEPENDENCE			13


CBRE 2024 PROXY STATEMENT		CORPORATE GOVERNANCE — BOARD MEETINGS AND COMMITTEES			14


CBRE 2024 PROXY STATEMENT		CORPORATE GOVERNANCE — SELECTED AREAS OF BOARD OVERSIGHT			17



The Board oversees risk management.	Full Board Our Board regularly reviews information regarding our most significant strategic, operational, financial and compliance risks and is responsible for ensuring that the company has crisis management and business continuity plans in place to deal with potential crises. Our Board maintains direct oversight over our enterprise risk management process rather than delegating this function to a Board or management committee. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee chair reports about such risks. These committee chair reports are presented at every regularly scheduled Board meeting.


Company management is charged with managing risk through rigorous risk mitigation activities and strong internal controls.	Management Our Executive Risk Committee is chaired by our Head of Risk Management and consists of senior executives representing a cross-section of our lines of business, operational areas and geographic regions. Our Executive Risk Committee is responsible for identifying and assessing our most significant risks. After this identification and assessment process, we assign each of our top risks to an executive-level (typically C-suite) risk owner, who is then charged with developing mitigation action plans which are then presented to the Executive Risk Committee. Multiple times during the year, our Head of Risk Management provides a detailed presentation on identified significant risks to the Board or a committee of the Board. Certain risks that are determined to be best managed directly by the Board versus management or that are in areas specific to a particular Board committee expertise are monitored and overseen at the Board or committee level as appropriate.


Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out our Board’s risk oversight function.	The Audit Committee oversees management of risks related to our financial reports and record-keeping and potential conflicts of interest. They also oversee our risk assessment and risk management processes more generally including major business, financial, information technology risks (including cybersecurity and data security risks), legal and reputational risk exposures, as well as risks related to crisis management and business continuity. The Audit Committee receives regular reports from our Chief Financial Officer, our Chief Accounting Officer, our Chief Ethics & Compliance Officer, our Head of Risk Management, our Head of Internal Audit, our Head of Financial Risk Management Compliance, our Chief Information Security Officer as well as updates from our General Counsel on any developments affecting our overall risk profile and on issues of non-compliance and incident management.

	The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. For additional information regarding the Compensation Committee’s assessment of our compensation-related risks, please see “Compensation Discussion and Analysis—Section 3. How We Make Compensation Decisions—Compensation Risk Assessment.”	The Governance Committee manages risks associated with corporate governance practices, investor engagement, Board independence and the composition of our Board and its committees.


CBRE 2024 PROXY STATEMENT		CORPORATE GOVERNANCE — SUSTAINABILITY AND SOCIAL RESPONSIBILITY			19


CBRE 2024 PROXY STATEMENT		CORPORATE GOVERNANCE — STOCKHOLDER ENGAGEMENT			21



Awards and Recognition In 2023 and in early 2024, our ESG efforts were recognized with the following awards and accolades:

• In 2023, we were listed on Forbes 2023 Net Zero Leaders list as the highest-ranked commercial real estate services company. • In 2024, we secured an A- score from CDP on its climate change disclosure. CDP is considered the global standard for corporate transparency on climate impacts, risks and opportunities. • In 2024, for the 11th consecutive year, we were named as one of the World’s Most Ethical Companies by Ethisphere, a global leader in defining and advancing the standards of ethical business practices. • In 2024, we were listed #3 on Barron’s list of the 100 Most Sustainable Companies in the U.S. We have made the top 100 list for seven consecutive years. The 1,000 largest U.S. publicly held companies were considered for this recognition based on various environmental, social and governance performance indicators. • In 2023, we were recognized by the Disability Equality Index as a Best Place to Work for Disability Inclusion and earned a top score.		• We were included in the 3BL Media 100 Best Corporate Citizens list in 2023 for the fifth year in a row, which recognizes outstanding environmental, social and governance transparency and performance. • We earned a place in the 2023 Bloomberg Gender-Equality Index (“GEI”) for the fourth straight year. The public companies in the Bloomberg GEI support gender equality through policy development, representation and transparency. • We were named a Best Place to Work for LGBTQ+ Equality according to the Human Rights Campaign. CBRE received a perfect score on the 2023 Corporate Equality Index, a national benchmarking survey and report on corporate policies and practices related to LGBTQ+ workplace equality, for the tenth consecutive year. • We received a 2024 EPA ENERGY STAR^® Partner of the Year – Sustained Excellence Award, marking the 17th consecutive year of ENERGY STAR recognition.



How We Engage • Quarterly earning calls • Investor conferences • Annual Shareholder Meeting • Stockholder Outreach Program				2023 Engagements • As part of our stockholder outreach program, we extended invitations to institutional shareholders holding in the aggregate approximately 70% of our shares outstanding to discuss governance matters • We met with shareholders representing approximately 30% of our shares outstanding


How We Communicate • Annual Report • Proxy Statement • SEC filings • Press releases • Company website • Corporate Responsibility Report				2023 Engagement Topics • Strategy and execution • Board refreshment • Board leadership structure • Sustainability, human capital • Compensation practices • Stock retention policies


CBRE 2024 PROXY STATEMENT		PROPOSAL 1: ELECT DIRECTORS — DIRECTOR NOMINATION CRITERIA			23


				The Governance Committee regularly reviews the composition of our Board and determines whether the addition of directors with particular experience, skills or characteristics would make our Board more effective. When a need arises to fill a vacancy, or it is determined that a director possessing particular experiences, skills or characteristics would make our Board more effective, the Governance Committee conducts targeted efforts to identify and recruit individuals who have the necessary qualifications. As a part of the search process, the Governance Committee: • Will actively seek out women and underrepresented candidates; • May consult with other directors and members of our senior management; and • May also hire a search firm to assist in identifying and evaluating potential candidates.
				All potential candidates are interviewed by our CEO, our Lead Independent Director, our Governance Committee Chair and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit.
				The General Counsel: • Reviews a director questionnaire submitted by the candidate; and • Conducts a background and reference check as appropriate.
				The Governance Committee narrows down the list of final candidates. The final candidates are interviewed by all remaining directors as schedules permit. The Governance Committee meets to consider the final candidates and makes its recommendation to the Board to nominate or appoint the new director.


CBRE 2024 PROXY STATEMENT		PROPOSAL 1: ELECT DIRECTORS — OUR 2024 DIRECTOR NOMINEES			28


	Brandon B. Boze
	Age: 43 Director Since: December 2012 Independent	Board Committees: • Compensation • Governance • Executive

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation	Qualifications Mr. Boze served as the Independent Chair of our Board from May 2018 to November 2023. He served as the President, a Partner and a member of the Management Committee of ValueAct Capital, a privately owned investment firm from August 2005 to January 2024. Prior to joining ValueAct Capital, Mr. Boze was an investment banker at Lehman Brothers, focused on power utilities and technology mergers and acquisitions. Mr. Boze brings to our Board experience in finance, strategy, mergers and acquisitions, and investments. He previously served on the board of directors of Trinity Industries, Inc. and Valeant Pharmaceuticals International. Mr. Boze holds a B.E. from Vanderbilt University and is a CFA charterholder. Other Public Company Boards • None.

	Beth F. Cobert
	Age: 65 Director Since: May 2017 Independent	Board Committee: • Compensation (Chair)

Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Technology and Innovation	Qualifications Ms. Cobert served as the President of the Markle Foundation from September 2023 to February 2024, where she led Markle’s Rework America Alliance, a partnership of civil rights organizations, non-profits, private sector employers, labor unions, educators, and others working to open opportunities for millions of people from low-pay roles to move into good jobs with opportunities for career advancement. She previously served as the Acting President of the Markle Foundation from September 2022 to September 2023 and its Chief Operating Officer from July 2020 to September 2022. Ms. Cobert also led Markle’s Skillful initiative as Chief Executive Officer from June 2017 to July 2021. She previously served as the Acting Director of the U.S. Office of Personnel Management from July 2015 to January 2017, and as the Deputy Director for Management of the U.S. Office of Management and Budget from October 2013 to July 2015. From 2001 to October 2013, Ms. Cobert served as a Senior Partner at McKinsey & Company, a global business strategy consulting firm. From 1990 to 2001, Ms. Cobert was a Partner at McKinsey & Company. She joined the firm in 1984 as an Associate and served in various leadership roles at McKinsey & Company. Ms. Cobert brings to our Board over 35 years of experience as a consultant in business strategy, where she worked with corporate, non-profit and government entities on key strategic, operational and organizational issues across a range of sectors, including financial services, health care, legal services, real estate and telecommunications. Our Board also benefits from Ms. Cobert’s government service. Ms. Cobert serves on the Board of Trustees of Princeton University and a business member on the Colorado Workforce Development Council. She previously served as a member of the board of directors and chair of the United Way of the Bay Area and as a member of the Stanford University Graduate School of Business Advisory Council. Ms. Cobert holds a B.A. from Princeton University and an M.B.A. from Stanford University. Other Public Company Boards • None.


	Reginald H. Gilyard
	Age: 60 Director Since: November 2018 Independent	Board Committees: • Compensation • Governance

Skills & Experience • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Technology and Innovation	Qualifications Mr. Gilyard has served as a Senior Advisor to The Boston Consulting Group, Inc. (BCG), a global management consulting firm, since August 2017. Prior to this role, Mr. Gilyard served as the Dean of the Argyros School of Business and Economics at Chapman University from August 2012 to July 2017. Prior to joining Chapman University, Mr. Gilyard served as Partner and Managing Director at BCG, where he led strategy, M&A and business transformation initiatives for large corporations, from 1996 to 2012. Prior to BCG, he served nine years in the U.S. Air Force and three years in the U.S. Air Force Reserves, rising to Major in the Reserves. Mr. Gilyard brings to our Board more than 25 years of experience developing and implementing successful strategies for Fortune 500 companies, educational institutions and large national foundations. He serves on the board of directors of First American Financial Corporation, Orion Office REIT Inc. and Realty Income Corporation. He also serves as a member of the board of directors of Pacific Charter School Development, a real estate development company serving low income families in urban centers across the country. Mr. Gilyard holds a B.S. from the United States Air Force Academy, an M.S. from the United States Air Force Institute of Technology and an M.B.A. from Harvard Business School. Other Public Company Boards • First American Financial Corporation • Orion Office REIT Inc. • Realty Income Corporation

	Shira D. Goodman
	Age: 63 Director Since: May 2019 Lead Independent Director	Board Committee: • Executive (Chair)

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Risk Management • Senior Leadership/CEO • Sustainability	Qualifications Ms. Goodman has served as an Advisory Director to Charlesbank Capital Partners, a private equity firm, since January 2019. She previously served as the Chief Executive Officer of Staples, Inc. from September 2016 to January 2018. Ms. Goodman served in roles with increasing responsibility at Staples since joining Staples in 1992, including President and Interim Chief Executive Officer from June 2016 to September 2016, President, North American Operations from January 2016 to June 2016, and President, North American Commercial from February 2014 to June 2016. Prior to that, she served as Executive Vice President of Global Growth from February 2012 to February 2014, Executive Vice President of Human Resources from March 2009 to February 2012, Executive Vice President of Marketing from May 2001 to March 2009, and in various other management positions. Prior to Staples, Ms. Goodman worked at Bain & Company from 1986 to 1992, in project design, client relationships and case team management. Ms. Goodman brings to our Board more than 25 years of experience in business operations, marketing, sales force management, human resources, business growth and distribution logistics. She serves on the board of directors of CarMax, Inc. and previously served on the board of directors of Henry Schein, Inc., Staples, Inc. and The Stride Rite Corporation. Ms. Goodman holds a B.A. from Princeton University, an M.S. in Management from the Massachusetts Institute of Technology and a J.D. from Harvard University. Other Public Company Boards • CarMax, Inc.



	E.M. Blake Hutcheson
	Age: 63 Director Since: September 2022 Independent	Board Committees: • Audit • Compensation

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability	Qualifications Mr. Hutcheson has served as the President and CEO of OMERS, one of Canada’s largest defined-benefit pension plans, since June 2020. He earlier served as President and Chief Pension Officer of OMERS from April 2018 to May 2020 and President and CEO of Oxford Properties Group, a wholly owned subsidiary of OMERS focused on global real estate investments and developments, from January 2010 to June 2018. He also served as Chief Investment Officer, Real Estate and Strategic Investments for OMERS during that period. Prior to OMERS, Mr. Hutcheson was the Head of Global Real Estate with Mount Kellett Capital Management, a global private equity firm. Before that, Mr. Hutcheson spent 14 years with CBRE Canada, serving in roles of increasing responsibility, including as Senior Vice President and Executive Vice President, Chief Operating Officer, and Chair and President. He also served as Chair and President of CBRE’s Latin America operations. Mr. Hutcheson brings to our Board over 30 years of significant commercial real estate operating and investment experience. Mr. Hutcheson serves as a member of the board of directors of Algoma Central Corporation, a TSX-listed owner/operator of transport vehicles. He holds a B.A. from the University of Western Ontario, a M.S in Real Estate Development from Columbia University (Distinguished Alumnae Award) and a Graduate Diploma (with distinction) in International and Comparative Politics from the London School of Economics. He recently received the Order of Ontario which is his Province’s highest civilian honor for his contribution to Ontario and Canada. Other Public Company Boards • Algoma Central Corporation




	Christopher T. Jenny
	Age: 68 Director Since: January 2016 Independent	Board Committee: • Governance (Chair)

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO	Qualifications Mr. Jenny has served as the Chief Executive Officer of Jennus Innovation, a business development incubator/accelerator, since February 2021 and as its Chair since January 2018. He previously served as a Senior Advisor to EY-Parthenon, a global strategy consulting organization, from January 2016 to December 2018 and as a Senior Managing Director from August 2014 to December 2015. He previously served as President and Senior Partner with The Parthenon Group LLC, a Boston-based private management consulting firm, from 1995 to 2014 prior to its merger with Ernst & Young in August 2014. Prior to joining The Parthenon Group LLC in 1995, Mr. Jenny was a Partner at Bain & Company, Inc., a global business strategy consulting firm. Mr. Jenny brings to our Board more than 30 years of experience as a consultant in business strategy, and has worked on issues related to business-unit strategy, profit improvement and mergers and acquisitions. He has experience as a senior operating executive and has managed portfolio companies for two of the nation’s leading private-equity firms. He is a member of the board of directors of Jennus Innovation, The Guardian Life Insurance Company of America, Mobile Virtual Player, FAIRWAYiQ and PLT4M. He previously served on the board of directors of Mac-Gray Corporation. Mr. Jenny holds a B.A. from Dartmouth College and an M.B.A. from Harvard Business School. Other Public Company Boards • None.


	Gerardo I. Lopez
	Age: 64 Director Since: October 2015 Independent	Board Committees: • Audit (Chair) • Executive

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation	Qualifications Mr. Lopez served as an Executive-in-Residence at Softbank Investment Advisers, Inc. from October 2021 to October 2022 and previously served as an Operating Partner and Head of its Operating Group from December 2018 to October 2021. Prior to Softbank, he served as an Operating Partner at High Bluff Capital from June 2018 to December 2018. From January 2018 to March 2018, Mr. Lopez served as a Senior Advisor to Extended Stay America, Inc. and its paired-share REIT, ESH Hospitality, Inc. and was its President and Chief Executive Officer from August 2015 to December 2017. Mr. Lopez previously served as President and Chief Executive Officer of AMC Entertainment Holdings, Inc. and its subsidiary, AMC Entertainment Inc., from March 2009 through August 2015. Prior to that, he was Executive Vice President of Starbucks Coffee Company and President of its Global Consumer Products, Seattle’s Best Coffee and Foodservice divisions from September 2004 to March 2009, and President of the Handleman Entertainment Resources division of Handleman Company from November 2001 to September 2004. Mr. Lopez has also held a variety of executive management positions with International Home Foods, Frito Lay, Pepsi-Cola and the Procter & Gamble Company. Mr. Lopez brings to our Board his skills, knowledge and business leadership as a senior executive at hospitality, entertainment and consumer products companies. He has over 35 years of experience in marketing, sales and operations and management in public and private companies and has public company experience across diverse consumer-focused industries. He serves on the board of directors of Newell Brands and Realty Income Corporation, and previously served on the board of directors of Brinker International, Inc., Extended Stay America, Inc., AMC Entertainment Holdings, Inc., Digital Cinema Implementation Partners, National Cinemedia, LLC, Open Road Films, Safeco Insurance, TXU, Inc. and Recreational Equipment, Inc. Mr. Lopez holds a B.A. from George Washington University and an M.B.A. from Harvard Business School. Other Public Company Boards • Newell Brands • Realty Income Corporation


	Guy A. Metcalfe
	Age: 56 Director Since: February 2024 Independent	Board Committees: • Compensation • Governance

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO	Qualifications Mr. Metcalfe was a Managing Director, member of the Investment Banking Executive Committee and Global Chairman of Real Estate at Morgan Stanley, until his retirement in January 2024. He led Morgan Stanley’s real estate investment banking business for over two decades. Mr. Metcalfe brings to our Board extensive transactional and commercial real estate experience. Over the years, he has served as a trusted strategic advisor to CBRE and has been involved in notable capital-raising, M&A and capital markets transactions for the company. In addition, he has facilitated some of the most transformational transactions in the real estate industry. Mr. Metcalfe serves as a member of the board of directors of RioCan Real Estate Investment Trust, one of Canada’s largest real estate investment trusts. He also serves on the Board of Directors of nonprofits, including the Child Mind Institute, and has been an advisor on real estate matters to the Partnership Fund for New York City. Mr. Metcalfe holds a B.A. in Business Administration (honors) from the Ivey Business School at the University of Western Ontario. Other Public Company Boards • RioCan Real Estate Investment Trust

	Oscar Munoz
	Age: 65 Director Since: November 2020 Independent	Board Committees: • Audit • Governance

Skills & Experience • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation	Qualifications Mr. Munoz served as the Executive Chair to United Airlines Holdings, Inc. from May 2020 to May 2021, its Chief Executive Officer from September 2015 to May 2020 and President from September 2015 to August 2016. Prior to United, Mr. Munoz served as the President and Chief Operating Officer of CSX Corporation, a railroad and intermodal transportation services company, from February 2015 to September 2015, as Executive Vice President and Chief Operating Officer of CSX from 2012 to 2015, and as Executive Vice President and Chief Financial Officer of CSX from 2003 to 2012. Mr. Munoz brings to our Board his skills, knowledge and business leadership as a senior executive in various financial and strategic capacities at some of the world’s most recognized consumer brands. He has over 30 years of experience in management, finance, accounting and auditing, and has held key executive positions within the telecommunications, beverage and transportation industries. He is a member of the board of directors of Archer Aviation, Inc., Salesforce, Inc. and Univision Holdings, Inc. Mr. Munoz also serves on the board of trustees of Fidelity Investments, the University of Southern California and The Brookings Institution. He previously served on the board of directors of Continental Airlines, Inc., CSX Corporation and United Airlines Holdings, Inc. Mr. Munoz holds a B.S. in business administration from the University of Southern California and an M.B.A. from Pepperdine University. Other Public Company Boards • Archer Aviation, Inc. • Salesforce, Inc.


	Robert E. Sulentic
	Age: 67 Director Since: December 2012 Board Chair	Board Committee: • Executive

Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Other Public Company Board Service • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation	Qualifications Mr. Sulentic has been our President and CEO since December 2012. He assumed additional responsibilities as Board Chair in November 2023. Previously, he served in several senior leadership roles, including Group President with responsibility for Asia Pacific, EMEA and the Development Services business; Chief Financial Officer; and President with responsibility for all business segments. At Trammell Crow Company, which CBRE acquired in December 2006, Mr. Sulentic served as Chief Financial Officer, Chief Executive Officer and Board Chair. This deep and varied background enables Mr. Sulentic to bring significant strategic, financial and operating skills to our Board. Mr. Sulentic previously served on the following public company boards: CBRE Acquisition Holdings, Inc. (Board Chair), which merged with Altus Power, Inc. (NYSE:AMPS); Staples, Inc. (Independent Board Chair) and Trammell Crow Company (Board Chair). Mr. Sulentic holds a B.A. from Iowa State University and an M.B.A. from Harvard Business School. Other Public Company Boards • None.

	Sanjiv Yajnik
	Age: 67 Director Since: November 2017 Independent	Board Committees: • Audit • Compensation

Skills & Experience • Cyber Security • Finance and Accounting • Global Business Operations • Human Capital Management • M&A • Real Estate Industry Experience • Risk Management • Senior Leadership/CEO • Sustainability • Technology and Innovation	Qualifications Mr. Yajnik has been the President of Capital One Financial Services, a division of Capital One, since June 2009. He also serves on Capital One’s Executive Committee. In addition, Mr. Yajnik oversees Capital One’s community relations throughout Texas, Oklahoma and Louisiana as President of the company’s South-Central Region. Since joining Capital One in 1998, he has held a number of senior leadership positions in Europe, Canada and the United States. Prior to Capital One, he held leadership positions at PepsiCo and Circuit City and was a Chief Engineer for Mobil Oil Corporation’s shipping business. He is a member of the board of directors of Khan Academy, serves as the Chair of the Collin County Business Alliance, Co-Chair of the Indian American CEO (IACEO) Council and is a member of the executive board of the Dallas Symphony Association. Mr. Yajnik previously served as Chair of the Dallas Symphony Association and Texas Economic Development Corporation. Mr. Yajnik brings to our board his broad business background and his experience in leading the transformation of a large, service-oriented global organization through technology enablement. Mr. Yajnik received an M.B.A. with honors from the University of Western Ontario, Canada, and completed the Executive Management Program at Stanford University. He is a medalist Chartered Engineer (I), and graduated with distinction from the Marine Engineering Research Institute, India. Other Public Company Boards • None.
Susan Meaney will not stand for re-election in order to pursue other opportunities. We greatly appreciate her service and invaluable contributions to CBRE.


CBRE 2024 PROXY STATEMENT		PROPOSAL 1: ELECT DIRECTORS — DIRECTOR COMPENSATION			35



BOARD RETAINER		$110,000 in cash, payable upon commencement of director’s annual term.

RESTRICTED STOCK UNIT GRANT		$220,000, granted on the date of the Annual Meeting and vesting on the earlier of the one-year anniversary of grant or the next annual meeting.

ADDITIONAL COMPENSATION FOR LEAD INDEPENDENT DIRECTOR AND COMMITTEE CHAIRS		Payable in cash upon commencement of director’s annual term

Lead Independent Director Retainer		$75,000

Audit Committee Chair Retainer		$30,000

Compensation Committee Chair Retainer		$25,000

Governance Committee Chair Retainer		$20,000



Name	Fees Earned or Paid in Cash⁽¹⁾ ($)		Stock Awards⁽²⁾⁽³⁾ ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		Total ($)

Brandon B. Boze		110,000		219,976		—		329,976

Beth F. Cobert		135,000		219,976		—		354,976

Reginald H. Gilyard		110,000		219,976		—		329,976

Shira D. Goodman⁽⁴⁾		162,925		219,976		—		382,901

E.M. Blake Hutcheson		110,000		219,976		—		329,976

Christopher T. Jenny		130,000		219,976		—		349,976

Gerardo I. Lopez⁽⁵⁾		125,283		219,976		—		345,259

Susan Meaney		110,000		219,976		—		329,976

Guy A. Metcalfe⁽⁶⁾		—		—		—		—

Oscar Munoz		110,000		219,976		—		329,976

Sanjiv Yajnik		110,000		219,976		—		329,976



Name	Aggregate Number of Stock Awards Outstanding		Aggregate Number of Shares Underlying Options Outstanding

Brandon B. Boze		2,919		—

Beth F. Cobert		2,919		—

Reginald H. Gilyard		2,919		—

Shira D. Goodman		2,919		—

E.M. Blake Hutcheson		2,919		—

Christopher T. Jenny		2,919		—

Gerardo I. Lopez		2,919		—

Susan Meaney		2,919		—

Guy A. Metcalfe⁽¹⁾		—		—

Oscar Munoz		2,919		—

Sanjiv Yajnik		2,919		—



Fees	Fiscal 2023		Fiscal 2022

Audit Fees	$	20.8		19.8

Audit-Related Fees		3.3		3.4

Tax Fees		1.8		2.2

Total Fees	$	25.9		25.4